Midnight Carnival
by Mephistophilisthemartyr
Summary: A boy wakes up one morning to find he forgot who he is. As memories slowly rush through his head, he begins to ask whether these memories are his, or the memories of somebody else.
1. Awakening

Hello, this is my first fan-fiction that I have ever done. Constructive criticisms are accepted, but flames will not be. Once again this is my first, and now that that is out of the way.

Disclaimer: I own nothing, this is just a fan based project that I decided to do. D. Gray Man is owned by Katsura Hoshino.

**The Midnight Carnival**

It was a cold winter morning, and I had awoken to a sharp pain in my stomach. I opened my eyes to find some wrapping had been placed on the wound to keep me from losing too much blood. However, the wrapping that had once been white was now stained red with my blood. I realized at that moment that there was a trail of blood, my blood, from what was left of a tree stump that ended where I lay at that moment. I wondered how I managed to survive such a wound, and what was capable of causing one in the first place.

I disregarded this as a strange miracle and went to the nearest town. I discovered that just at the edge of this forest there was a friendly looking village. I made my way through the streets to find an inn; I was surprised to discover when I put my hand in my pocket that I had no money. I was completely broke. With nothing better to do I decided to sit down and think so as to collect my thoughts. I thought maybe somebody I knew would come by and take me home.

It was then I learned that I did not know who I was. I look at my hands for the first time today, and noticed one of them was red. It was my left hand. I began to remember something about it being deformed since birth, and there was a scar on the back that looked like a white cross. It was so surreal that I lost track of time. Eventually I came to my senses and it had been two hours since I sat down. I figured I would find a job and earn an income.

I made my way out of town and passed by an old farm. The crops were dying and the buildings were run down that the place looked like the plague had killed the owners of this land. I wondered if maybe I could help these people out. After all, I needed a place to stay and these people could probably use the help.

I almost made it to the front porch when somebody screamed,"Hold it right there, if you take another step I will release the hounds on you!"

I looked behind me, and a girl about my age was coming from the barn holding a pitch fork. I was frightened, while at the same time a little amused. She had long brown hair that went to her waist, and she was wearing a yellow white plaid dress with an apron over it. Her green eyes stared at me with a look of curiosity and frustration. I felt somewhat relived.

"I'm sorry, but I am not here to harm you," I said. "That is what all you people from town say, I know we are going through a famine, but we do not have the crops to support all of you," she said, "We barely have enough to support ourselves ever since those monsters attacked us." Her words were stained with familiarity; and I spoke, "I am not from town, but I am here looking for work and a place to stay for the time being; would you let me rest in your house for at least a week?" I asked. "I don't know about that," the girl said, "By the way what happened to you, there is a strange scar on your face?"

I looked around and to my horror she was right. On the left side of my face there was a scar that went from my forehead to my chin. Not only that, but the top edge had a mark shaped like a pentagram. I also realized that my hair was gray. I was a young man, but my hair was gray. What had happened to me, and who was I? I began to cry.

The girl took pity on me and decided to let me stay the night. I was very grateful, and was glad to know that she did not live alone. I was afraid somebody like her would have a hard time raising a farm herself. She actually lived with her father. They let me stay in her sisters old room, it was uninhabited because her sister had been married and lived with her husband now.

It was actually that night I began to regain some more vivid memories. In my sleep I saw thirteen other people with me, and we were standing by the deathbed of an aging man. The one next to me was shouting "Father, Father, please don't die!" It dawned on me that this was my family, but it did not stop there. As the dream went on, I remembered how my siblings and I had tried to destroy mankind, and how I eventually tried to stop them. I didn't remember why I betrayed them.

It was strange but relieving that I had begun to remember who I was. However, I kept hearing a voice in my head saying something. I think it was telling me an important message, but the only part I could hear was, "Protect Lenalee."


	2. Old Friends and New Enemies

Disclaimer: All of the rights go to D Gray Man go to Katsura Hoshino. This is just a fan made project of mine. By the way, please review this chapter for me. I would really like some constructive criticism so that I can learn how to make it better.

A month had passed since he disappeared, and everyone began to expect the worst. They had hoped that he had been saved by some kind person, a Good Samaritan, but the possibility began to run dry. The Black Order decided to leave him for dead. All except for a select few…

Those that were closest to him did not want to give up. In their hearts, they wanted to continue waiting. However, they also knew they had a duty. There's was a duty that could not be overlooked. For they were to protect this world from a great destruction that was prophesied since the days of the Old Testament! That was the purpose of the Black Order.

"You do realize it is pointless don't you?" asked a young man to the group around him. "Are you saying we should give up like the others Kanda?!" shouted the one across from him. "I'm not asking you to do anything," Kanda replied, "I'm telling you." "You can be really callous sometimes Yu," laughed the one beside Kanda.

Kanda glared at the one who had called him Yu. This man was named Lavi, and he had long red hair. His right eye was covered with an eye patch. Kanda stood up and walked away. He clearly was not in the mood to try and dissuade the others from clinging to hope; no matter how much it was obvious that he was never coming back!

"I just want to know if he's alright," said a girl with black hair across from Lavi. "Hey come on now," laughed Lavi, "This isn't the first time this has happened, right?" "I know," the girl responded as she began to feel better. "You do remember that the time you speak of was a miracle, right Lavi?" an old man to Lavi's right asked. "Hey, don't say that in front of everybody else Panda!" Lavi shouted.

The old man was called Bookman, and he earned the nickname Panda because of the black rings around his eyes. The girl began to cry, but she did not want the others to see it. She walked back to her room so as to have some time alone to sort out her feelings.

In a dark alley a strange figure stalked the streets. He had a mask over his face that was of the Mardi Gras fashion. A white cowl covered his body, and made him look like a jester of sorts. His left arm was black and the hand was a claw with daggers for fingers. A white cross was on the back of this claw. He was heading towards a church that had a graveyard behind it. He walked up to a grave with a headstone marked, Mana Walker.

"It has been a long time Older Brother," he whispered, "Or I should say my older brother from a past life." "How many years has it been since that time?" he began to wonder, "How long until this will all end?"

As he stood there, a strange object flew up to him. It was a golden orb with a cross on the front, the wings of a bird, a long tail, and two miniature horns. It was a golem that was made to serve somebody. Who that somebody was is now forgotten.

"Hello Timcampy," said the figure. "Have you missed me?" he asked the golem. "I'm sorry but I still need you to do something for me," he told the golem, "Something important that I cannot do in my current position."

With the golem flew away. It seemed to know exactly what the figure asked of it. So it went to fulfill that request that had been required. What that request was, nobody but those two knew.

"Well today I have a mission for you," a man in a white coat said to Lavi, Bookman, and the girl. "Where to this time Big Brother?" the girl asked. "I'm glad you asked that question my dear little sister," the man in white laughed. "Can you please tone down the sister complex?" Lavi asked, "It is becoming a little creepy now." "What sister complex?" the man asked. "Never mind," Lavi sighed. "Well anyway," the man in white coughed, "This mission is to the Quantoc Hills in England!" "Why there of all places Komui," asked Lavi. "Ever heard the story of the Gurt Dog?" the man in white known as Komui responded, "It is a legend that the hills are protected by the spirit of a hound, and that hound spirit might be some form of parasitic innocence." "So when do we set off?" asked Bookman. "Since we still have use of the Ark," Komui thought, "You should get their today as soon as you're ready!"

With that, the group packed their things together and regrouped at the entrance of the Ark. The Ark was an ancient artifact that had the ability to create gaps within space so as to make a gateway to another place within the Ark. In short, it made travel from country to country, and continent to continent, quicker! The trio took very little time to prepare themselves. After all, they only needed their Innocence just in case. The Innocence were objects even older then the Ark. They were holy weapons supposedly created by God to fight demons. Only a select few people could use one. This was due to the fact that each Innocence chose who would wield it. This in turn fueled the belief that God had created them.

When they finally made it to their destination, they began to look around. It was most likely that the thing they were looking for would not be found until nightfall. So they decided to wait on the search, and look for the nearest town. It would be easier to find out more about the Gurt Dog from a local anyway. Not that anything they say would really help them out.

As the stars began to fill the sky once more, the exorcists of the, Black Order, knew it was time to hunt for the hound that haunted the area. They made sure not to use their Innocence, because that would draw too much attention. It was very inconvenient, because they could help with combing the hills. However, they made do with what they could. It was only a few hours until they spotted something in the distance.

It was only half a mile away, and the light from the moon and the stars seemed to reveal two figures. One was in the form of a wolf, and the other was a boy. Judging by his height, he could not be older than fifteen years. He was very slender, and seemed to be petting the canine creature beside him. Lavi and the girl with black hair charged straight at them! When they were close enough to interact with the boy, they stood in shock. It was their friend who had disappeared a month before!

"Bookman Jr." said the boy, "You have grown since the last time I saw you." "Quit fooling around Allen," Lavi said, "It hasn't been that long!" "Allen?" the boy asked, "Who is that?" "That's not funny Allen!" the girl with black hair shouted, "Everyone has been worried sick about you!" "Are you talking about the boy I use to be before I…" the boy who was no longer Allen said, "started to remember?" "Remember what?!" shouted Lavi. "Don't tell me you have become…" the girl with black hair gasped. "I am and always have been a member of the Clan of Noah," Allen replied.

There was a long Drawn out pause. The girl and Lavi were both speechless.

"Does that mean you're going to fight us?" asked Lavi. "That depends," muttered the boy with gray hair. "Depends on what?!" cried the girl with black hair. "Will you be willing to make both the Earl and the world itself your enemies?" replied Allen, "I know I have friends within the clan of Bookman." "Lenalee," Lavi said to the girl with black hair, "It seems any hint of Allen Walker is gone forever." It was at this moment that Bookman caught up and knocked out Lavi and said, "Sorry for the wait but I had to catch up in this old body." "Really," Allen chuckled, "I cannot imagine you succumbing to the weakness of old age." "Shall we go?" asked Bookman carrying his apprentice on his shoulders. "Yes and we have another companion," Allen replied looking at the wolf. "It seems the ability of this Innocence gives the user a spectral form that will never age," he observed, "Of course this is only a side effect."

With that the gate to the Ark opened up; Allen, the wolf, and Bookman carrying his apprentice proceeded to step in. Lenalee activated her Innocence at that moment. She was going to take back her friend, and possibly kill the empty husk of one she had lost. Allen saw her feet equipped with iron boots about to kick him. He simply dodged, grabbed her ankle, and turned around to throw her in the opposite direction with her own force.

"I am afraid you are not welcome here," he said to her, "For no one loyal to the Black Order is permitted access on the Ark anymore!"

With that, the old man carrying his servant, the boy with gray hair, and the wolf stepped inside the Ark, and the gate disappeared. When Lenalee looked again, she had lost many more pieces of her world, a world made up of memories, and those close to her. They were now her enemies.


	3. Infiltrating The Black Order

Well here we are with chapter three. I never thought I would make it this far to tell you the truth. Disclaimer: I do not own D. Gray Man; all rights go to Katsura Hoshino.

The boy who was once known as Allen Walker sat next to the spectral wolf patting its' ethereal head. There was a sudden knock on the door, and Allen looked around. The door opened, and there stood Bookman. Allen could not keep himself from wondering how Lavi would take the news that they had betrayed, The Black Order.

"Lord Musician," said Bookman, "I have come to report that Lavi has begrudgingly accepted the truth that we no longer serve, The Black Order." "Please call me Allen Walker," the gray haired boy responded, "I have grown fond of that name actually." "Very well," Bookman sighed, "What is our next objective?" "We find the accommodators to the pieces of innocence I have just recreated," Allen replied, "At the same time we must obtain the other pieces before the Earl or The Black order find them." "What do you mean by recreated innocence?" asked Bookman. "You mean you didn't know?" replied Allen, "Because I was the only member of the Noah family that did not betray God, I have the ability to rematerialize the particles of Innocence. To tell you the truth a piece of Innocence can never be permanently destroyed so long as the Heart of Innocence remains." "I see, well how many pieces did we obtain?" asked Bookman. "I would say that we should have at least twenty accommodators joining us in the near future," the gray haired boy laughed.

Allen stood up and walked out of the room. Bookman looked at him and shrugged. Bookman knew that it would be a tragic mistake if he followed the boy right now. Oddly enough, the wolf decided to follow Allen to wherever he was going. Bookman noticed that Allen did not mind the fact that the wolf was accompanying him; in fact he seemed to enjoy the wolf's company. Bookman was convinced that Allen and the wolf had a telepathic bond between them.

The boy and the wolf walked up to a door, and opened it. On the other side was the main gate of the central headquarters of, The Black Order. The two slowly walked to the side making sure not to draw attention. From a window, a golden golem flew towards the boy. It was the same one he talked with before, Timcampy. Allen held out his hand to flying object.

"Hello Timcampy," Allen whispered, "Did you receive the information I needed?" The golem shook its' body to indicate that it did the task that was required of it. "Alright, now we can head back to the Ark and plan our strategy," the gray haired boy said. With that, the three of them disappeared into the mist of the cold night.

Lenalee was lying down on her bead. She could not get to sleep, all that had transpired the previous night was just too much for her to bear. Not only did Allen become a Noah, but Bookman and Lavi were working for the fourteenth the entire time. Her world was falling apart at the seams, and there was nothing that could be done to stop it. It was at this moment she heard a strange sound. It was the sound of someone chanting. She tried to stand up and locate the source, but she was overcome by a sudden drowsiness. It was a surprise to her that she was unable to sleep, but now was not capable of staying awake.

In her sleep, the girl had a strange dream. In her dream she saw a city, and there was a group of people attacking it. She could not hear the words that the citizens or the attackers said. The roar of the fires that were devouring the town drowned out all noise. As the dream continued, she saw that the invaders were much larger than the townspeople. In fact, compared to the citizens they were giants. The giants were capable of breaking walls with only their bare hands, and whenever one of the city guards jabbed them with a spear they did not seem to notice. It was as if the giants were unable to die. Amidst the destruction, Lenalee heard a voice calling her.

She awoke to find her brother, Komui sitting next to her bed. The way he sat with his face right next to her own frightened Lenalee so much that she jumped out of her bed and screamed.

"Jeez brother what are you doing?!" she shouted. "I was just checking up on my darling little sister," Komui explained, "I wanted to know if you were alright ever since Lavi and Bookman betrayed us." "I'm fine so please stop sneaking into my room while I'm asleep!" Lenalee sighed. "But your older brother is so worried about you!" Komui cried in a childish manner.

Lenalee sighed, and headed to the mess hall. She could not help but wonder about that dream she had last night. It was so vivid, and was it trying to tell her something? That would be silly, because communication through dreams is impossible. Then again, she was wielding a divine weapon that was used to kill demonic weaponry created by a fiend calling himself, The Earl of Millennium. That in itself is very unlikely.

Dusk fell over the compound several hours later. Even though the central headquarters of, The Black Order was kept a secret, nobody could relax. The Earl had the ability to deploy his machinations just about anywhere on the planet. There was always that feeling in the back of everyone's head that tomorrow would be their last day. This made the night a very quiet time, because it was the time when everyone reflected on that possibility. The silence itself created a gloomy atmosphere that enveloped the headquarters. Hiding in the shadows of silence, three figures approached the gates.

"I had left Timcampy here to observe the guard posts, and when the shifts end," explained one figure, "In just a few seconds there will be a change of guards." "What does that mean?" asked a second figure. "When they are changing even one guard," explained the first, "The tight knit security falls apart briefly, and that is when we enter." "So while we are inspecting General Cross' room what are you doing?" asked the second figure. "I am going to find Hevlaska," the first replied.

As he finished talking, Allen turned around to enter the gate. Lavi and Bookman followed soon after. They managed to make it past the guards, and into the residential hall. Allen and Timcampy broke off from Lavi and Bookman. Lavi and Bookman entered the room that supposedly belonged to General Cross. They almost fell back as the scent of strong liquor mixed with tobacco smoke and some vomit filled their lungs. What had Cross been doing before he disappeared? They proceeded to rummage through the rooms. There had to have been something that the order missed when they looked through the place.

"Hey panda I found something!" Lavi said. "What is that?" the old man asked. "It looks like a diary," responded the young man, "But look here there are a few letters that are underlined on this page." "Is it that way on every page?" asked Bookman. "No it's just this one," muttered Lavi.

Meanwhile, Allen made his way to the chamber that Hevlaska was in. He was walking down a dark tunnel that had water dripping from the ceiling. There were several adjoining corridors, but none of them looked like they lead to the right room. Allen had little time left to find the room before he would be found by the guards. A sigh of relief came over him as he found a large set of double doors. He put his hand over the knob and opened it. He slowly walked into the chamber of Hevlaska.

"Who is there?" asked a disembodied voice. "So you are the guardian of the cube," Allen responded to the voice. "Yes I am who are you?" the voice asked again. "I am Allen Walker," the boy chuckled, "I am also the fourteenth child of Noah." "One of our Exorcists has joined the Earl?" the voice asked. "I may be a member of the Clan of Noah," Allen replied, "But I am not on the same side as the Earl. I come seeking the pieces of Innocence you have." "I would never betray the order!" the voice snapped. "Maybe you would never betray them," Allen sighed, "But they have definitely betrayed you Hevlaska." "What are you saying?" the voice of Hevlaska asked in horror. "Did you not here about the Third Exorcist project?" Allen inquired, "They are turning humans into Akuma hybrids!"

The conversation went on, and Allen described the horrors of the blasphemies that the order had committed. Hevlaska was in denial at first, but she began believe what this boy was telling her. She believed it because she remembered the time the order tried to force her little brother into becoming an Exorcist when he was not chosen by the Innocence. If the order was willing to do that to such a little boy, then they would not be above turning people into the same monsters they were trying to destroy.

The order had fallen down a dark path, and she could no longer stand to see it. A large serpentine spirit emerged from the gaping hole in the ground. At the same time, a giant gate appeared in the ceiling of the room. Carrying the Innocence in her body, Hevlaska flew towards the gate and vanished inside of it. Shortly after Hevlaska left, there was a loud explosion heard outside! Allen turned around in shock. He knew what was going on, and he had to gather up Bookman and Lavi fast!


End file.
